exv10w6






EXHIBIT 10.6




SAFEGUARD SCIENTIFICS, INC.

COMPENSATION SUMMARY – NON-EMPLOYEE DIRECTORS



Non-employee directors are compensated for their service as a director as shown in the table below:




	 	 	 	 	 
	Compensation Item	 	Amount
	Annual Cash Board Retainers:
	 	 	 	 
	Chairman of the Board
	 	$	50,000	 
	Other Directors
	 	 	35,000	 
	Additional Annual Cash Chair Retainers:
	 	 	 	 
	Audit Committee Chair
	 	 	15,000	 
	Compensation Committee Chair
	 	 	7,500	 
	Nominating & Corporate Governance Committee Chair
	 	 	5,000	 
	Cash Meeting Attendance Fees:
	 	 	 	 
	Board
	 	 	2,000	 
	Committee
	 	 	1,500	 





We also reimburse non-employee directors for expenses they incur to attend Board and Committee
meetings and for reasonable expenses they may incur in connection with attendance at certain
continuing education programs each year.



Each non-employee director receives an initial option grant to purchase 50,000 shares of Safeguard
common stock upon initial election to the Board. Each non-employee director also will receive an
annual service option grant to purchase 25,000 shares. Directors’ options have an eight-year term.
Initial option grants vest 25% each year starting on the first anniversary of the grant date.
Annual service option grants vest fully on the first anniversary of the grant date. The exercise
price is equal to the fair market value of a share of our common stock on the grant date. For the
Board service year beginning with our 2008 annual meeting of shareholders, each non-employee
director also will receive 12,500 deferred stock units annually. The deferred stock units will
fully vest on the first anniversary of the grant date. The deferred stock units are payable, on a
one-for-one basis, in shares of Safeguard common stock following an individual’s termination of
service on the Safeguard Board.



Safeguard maintains a Group Deferred Stock Unit Program for Directors (“Directors’ DSU Program”)
which allows each director, at his or her election, to receive deferred stock units in lieu of cash
retainer and meeting fees paid to directors (“Directors’ Fees”). The deferral election applies to
Directors’ Fees to be received for the following calendar year and remains in effect for each
subsequent year unless the director elects otherwise at the end of the calendar year preceding the
year in which the services are rendered. The number of deferred stock units awarded is determined
by dividing the Directors’ Fees by the fair market value of Safeguard’s stock on the date on which
the director would have otherwise received the Directors’ Fees. Each director also receives a
number of matching share units, based on the same fair market value calculation, equal to 25% of
the Directors’ Fees deferred. A director is always fully vested in Directors’ Fees deferred; the
matching share units vest fully on the first anniversary of the date the matching share units are
credited to the director’s account. Each deferred stock unit entitles the director to receive one
share of Safeguard common stock on or about the first anniversary of the date upon which the
director leaves the Safeguard Board. A director also may elect to receive the stock in annual
installments over a period of up to five years after leaving the Board.